These terms apply to all consumer purchases of Oculus products through this website from the United States of America and Canada.

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN CONNECTION WITH YOUR PURCHASE OF PRODUCTS THROUGH THIS WEBSITE.

We are Exertis Supply Chain Solutions Limited (company number 64641) (“we” or “Exertis”), a company registered in Ireland and our registered office and main trading address is M50 Business Park, Ballymount Avenue Upper, Ballymount, Dublin 12, Ireland. We operate the website www.oculusforbusiness.com (“website”).

These Terms of Sale (“Agreement”) apply to your purchase of Oculus products (the “Products”) sold through this website. You agree to these terms by placing your order. All Products are sold and supplied on a no return, no refund basis except as otherwise required by applicable law. You may not cancel an order or receive a refund unless we are unable to supply you with the Products for any reason or there may be a delay in supplying the Products of over 30 days against any delivery information provided during the ordering process, when we will inform you of this by email and will either cancel your order or request that you confirm or cancel your order, in our sole discretion. If you or we cancel the order and you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as reasonably practical.

Guarantee and Warranty

The Products are offered subject to only such guarantees and warranties as the manufacturer, Facebook Technologies, LLC provides, as available on our Warranty Information page. We take no responsibility for the condition or quality of the Products.

The Products

The images of the Products on our website or that of Facebook Technologies, LLC are for illustrative purposes only and provided by Facebook Technologies, LLC. Although we have made every effort to display the colors accurately, we cannot guarantee that your computer’s display of the colors accurately reflect the color of the Products. The color of your Products may vary slightly from those images. Although we have made every effort to be as accurate as possible, because the Products are manufactured by Facebook Technologies, LLC, all sizes, weights, capacities, dimensions and measurements indicated on our website are illustrative only. The packaging of your Products may vary from that shown on images on our website.

We reserve the right to amend the specification of the Products if required by any applicable statutory, regulatory or other legal requirement or at the request or demand of Facebook Technologies, LLC as the manufacturer of the Products.

This is a binding agreement

As an Agreement between Exertis and yourself, it may NOT be altered, supplemented or amended by any other document unless the new document is signed by both you and Exertis. In addition to this document, the terms contained within the other Exertis documents referenced in this Agreement.

Orders, Pricing and Payments

Exertis strives to communicate accurate pricing and product information but will not be held responsible for any pricing, typographical, processing or other errors in such communications. Your order is subject to cancellation by Exertis, in Exertis’s sole discretion. Unless otherwise agreed to by Exertis, payment must be received by Exertis prior to our acceptance of an order. Exertis may process payment for and ship parts of an order . We aim to provide our customers with competitive prices on the products we offer. Prior to submitting your order you will have the opportunity to review product prices and any applicable sales tax, shipping, and handling charges. Prices are exclusive of, and you shall pay, all taxes, duties, levies or fees, or other similar charges imposed on your purchase by any taxing authority (other than taxes imposed on Exertis’ income) related to your order.

If you feel your order should be tax exempt you must provide a valid tax exemption certificate—other than a resale certificate—at the time you place the order. Exertis sales are intended for personal use and not for resale so we do not accept resale certificates.

We are only able to accept orders pursuant to this Agreement for Products from within, and for shipping to destinations within, the United States of America and Canada.

You can only pay for Products using the following payment methods:

a debit card or credit card (any exceptions will be stated during the ordering and payment process); or

direct bank transfer. We will provide instructions and bank details with our invoice.

Acknowledgement of order

After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described below (Acceptance of order).

Acceptance of order

Once you have placed an order via the website, you will receive an email acknowledging receipt of the order with a pro forma invoice requesting payment. Once cleared payment has been received we will send you an email to confirm acceptance and dispatch of your order, only at which point will there be an enforceable agreement between you and us for the purchase and sale of the Products.

Shipping

We will contact you to confirm dispatch and estimated delivery date(s). Product title passes to you when the Product is shipped. Delivery is complete once the Products have been signed for at the address for delivery set out in your order the Products will be at your risk from that time. You have 21 days to notify Exertis of any missing, or wrong portion of your purchase or Exertis cannot be held responsible for these issues. Unless you provide Exertis with a valid and correct tax exemption certificate applicable to your purchase of Product and the Product ship-to location, you are responsible for sales and other taxes associated with the order.

Warranties

THE ONLY WARRANTIES THAT APPLY TO THE PRODUCTS SOLD THROUGH THIS WEBSITE ARE THOSE MADE BY OCULUS, WHICH CAN BE FOUND ON OUR WARRANTY INFORMATION PAGE EXERTIS MAKES NO WARRANTY AND EXPRESSLY DISCLAIMS ANY WARRANTY AND CONDITION FOR ANY PRODUCTS, AND MAKES NO WARRANTIES OR CONDITIONS WHATSOEVER FOR THE PERFORMANCE, SUITABILITY, MERCHANTABILITY OR OTHERWISE WITH REGARD TO ANY OCULUS PRODUCTS SOLD THROUGH THIS WEBSITE. WARRANTIES, PRODUCTS, SOFTWARE, SERVICES, MAINTENANCE OR SUPPORT ARE PROVIDED BY OCULUS, NOT BY EXERTIS. YOU MAY ONLY ASSERT WARRANTY CLAIMS AGAINST OCULUS AND YOU AGREE NOT TO ASSERT ANY WARRANTY CLAIM AGAINST EXERTIS. SOME STATES AND PROVINCES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

Returning Products

Full details of the procedure for returning Products to the manufacturer where there is a breach of warranty is contained with the Products or set out at www.oculusforbusiness.com, or both. Exertis undertakes no other obligation with regard to the return of Products.

Telephone Communications

Telephone communications with us, including calls with any of our agents or independent contractors, may be monitored and recorded for customer service, evidentiary and quality control purposes. You expressly consent, on behalf of yourself and other users of your phone number, to being monitored or recorded. By providing us with a phone number (including mobile) as your contact number, you expressly authorize us to contact you regarding your account for non-telemarketing communications, via text message or telephone, including the use of prerecorded or auto-dialed calls, using that number.

Limitation of Liability

EXERTIS DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR PRODUCT NOT BEING AVAILABLE FOR USE, LOST PROFITS, LOSS OF BUSINESS OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND SUPPORT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXERTIS WILL NOT BE LIABLE FOR DAMAGES, INCLUDING ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, AGGRAVATED OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT, EXERTIS IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCT. SOME JURISDICTIONS MAY NOT ENFORCE ALL OF THESE LIMITATIONS, AND ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY.

Purchases for your own use

Your purchase is limited to acquisition of the Product for your own personal use, or as otherwise allowed in the Oculus Commercial License.

Termination

Except as expressly agreed to in writing in advance by Exertis, in the event that we agree a variation to these terms and conditions by providing Products on credit or prior to payment, without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Agreement with immediate effect by giving written notice to you if:

you fail to pay any amount due under the Agreement on the due date for payment;

a receiver is appointed for you or your assets; you become insolvent, generally unable to pay your debts as they become due, or make an assignment for the benefit of your creditors or seek relief under any bankruptcy, insolvency or debtors relief law; (iii) proceedings are commenced against you under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within 60 days from the date of commencement;

you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.

Termination of the Agreement shall not affect your or our rights and remedies that have accrued as of the time of such termination.

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Assignment

We and Facebook Technologies, LLC may assign or transfer our rights and obligations under the Agreement to another entity. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.

Force Majeure

Exertis shall not be liable to you for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond the reasonable control of Exertis.

Governing Law

All matters relating to this Agreement or to your purchase of Exertis Products through this website and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or of any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this Agreement or your purchase of Products through it shall be instituted exclusively in the federal or state located in the Southern District of New York, and you consent to the exercise of personal jurisdiction by, and exclusive venue in, such courts, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country.

WEBSITE TERMS OF SALE

Version 1: [26th July 2017]

1. ABOUT US

1.1 Company details. Exertis Supply Chain Solutions Limited (company number 64641) (we and us), is a company registered in Ireland and our registered office and main trading address is M50 Business Park, Ballymount Avenue Upper, Ballymount, Dublin 12, Ireland. We sell products through the website www.oculusforbusiness.com (Website).

1.2 Contacting us. To contact us telephone our customer service team through the contact form on the Wesbite [or by emailing help@oculusforbusiness.com]. How to give us formal notice of any matter under the Contract is set out in Clause 16.2

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing and we expressly reject any other terms which you provide or may seek to rely on are expressly rejected.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Langauges.These Terms and the Contract are made only in the English language. Any translation into any other language is purely for information and, in the event of any conflict or potential conflict, the English language version shall apply.

2.4 Updates to Terms. We may amend or update these terms from time to time and any update shall be made available on the Website. Any order placed by you following the date such update is made available shall be subject to such updated Terms.

2.5 RegistrationYou warrant to us that any information provided during the registration and ordering process is true, accurate and not misleading at the time it is provided and you agree to update such information promptly should it become inaccurate.

3 PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order manufactured by Facebook Technologies, LLC (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate and we take no responsibility for an error or omission by you.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4 Accepting your order. Once you have placed an order via the website, you will receive an email acknowledging receipt of the order with a pro forma invoice requesting payment. Once cleared payment has been received we will send you an email to confirm acceptance and dispatch of your order, at which point the Contract between you and us will come into .

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason or there may be a delay in supplying the Goods of over 30 days against any delivery information provided during the ordering process, we will inform you of this by email and will either cancel your order or request that you confirm or cancel your order, in our sole discretion. If you or we cancel the order and you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as reasonably practical.

4 THE GOODS

4.1 The images of the Goods on our site or that of Facebook Technologies, LLC are for illustrative purposes only and provided by Facebook Technologies, LLC. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, because the Goods are manufactured by Facebook Technologies, LLC, all sizes, weights, capacities, dimensions and measurements indicated on our site are indicative only.

4.3 The packaging of your Goods may vary from that shown on images on our site.

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement or at the request or demand of Facebook Technologies, LLC as manufacturer.

5 NO RETURN OR REFUND

5.1 All Goods are sold and supplied on a no return, no refund basis. You may not, subject to Clause 3.5 above, cancel the Contract or receive a refund.

5.2 The Goods are subject to such guarantees and warranties as the manufacturer, Facebook Technologies, LLC, may provide, as referred to in clauses 11 and 12 below. We take no responsibility for the condition or quality of the Goods.

6 DELIVERY, TRANSFER OF RISK AND TITLE

6.1 We will contact you to confirm dispatch and estimated delivery date(s). Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 15 (Events outside our control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been signed for at the address for delivery set out in your order the Goods will be at your risk from that time.

6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.

6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.5 If you fail to take delivery on the day on which we first attempted delivery, we may charge you for any reasonable storage and redelivery charges incurred by us.

7 INTERNATIONAL DELIVERY

7.1 We deliver to the countries listed on this page. However, there may be restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods. The information on that page is not exhaustive and, whilst we will use reasonable endeavours to maintain such information, we accept no liability for any restriction imposed by an International Delivery Destination which is an Event Outside Our Control.

7.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination which we are unable to collect at payment stage or may not be aware of. Please note that we have no control over these charges and we cannot predict their amount.

7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Neither we nor Facebook Technologies, LLC will be liable or responsible if you break any such law.

8 NO DELIVERY OUTSIDE OF THE INTERNATIONAL DELIVERY DESTINATIONS

8.1 Unfortunately, we do not deliver to addresses other than the International Delivery Destinations for orders placed from within the European Economic Area. If you are purchasing from outside of the International Delivery Destinations please see the terms and conditions applicable to your jurisdiction on our website.

8.2 You may not place an order for Goods from outside the International Delivery Destinations, and all orders must be for delivery to an address within the International Delivery Destinations

9 PRICE OF GOODS AND DELIVERY CHARGES

9.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see Clause 9.5 for what happens if we discover an error in the price of Goods you ordered.

9.2 Prices for our Goods may change from time to time. Whilst the prices of Goods may be quoted in Euros, pounds sterling or other currencies to whom we sell Goods, the Goods are supplied to us by the manufacturer priced in US dollars. In the event that, following order and prior to payment by you, there is an increase in the value of the US dollar, we reserve the right to increase our prices to reflect such change.

9.3 The price of Goods will be stated on the pro forma invoice as excluding or including applicable taxes. However, if the rate of applicable taxes changes between the date of your order and the date of delivery, we will adjust the applicable taxes you pay, unless you have already paid for the Goods in full before the change in applicable taxes takes effect.

9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

9.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

9.5.1 where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and

9.5.2 if the Goods’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

10 HOW TO PAY

10.1 Payment for the Goods, applicable taxes and all applicable delivery charges is in advance.

10.2 You can only pay for Goods using the following payment methods:

10.2.1 a debit card or credit card (any exceptions will be stated during the ordering and payment process); or

12.1 All Goods are manufactured by or on behalf of Facebook Technologies, LLC. We do not warrant that the Goods comply with any laws, regulations or standards and take no responsibility for and hereby disclaim any liability for any fault or issue with any Goods.

12.2 The Manufacturer, Facebook Technologies, LLC, provides a warranty that on sale by you to the end user. The warranty is in the form available on Facebook Technologies LLC’s website at https://www.oculus.com/legal/limited-warranty/ or such other site as Facebook Technologies, LLC may provide

12.3 Full details of the procedure for returning Goods to the Manufacturer where there is a breach of warranty is contained with the Goods and/or set out at oculusforbusiness.com

12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

13.1.4 any other liability that cannot be limited or excluded by law.

13.2 Subject to Clause 13.2, neither we nor the manufacturer, Facebook Technologies, LLC, will under any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

13.2.1 any loss of profits, sales, business, or revenue; or

13.2.2 loss or corruption of data, information or software; or

13.2.3 loss of business opportunity; or

13.2.4 loss of anticipated savings; or

13.2.5 loss of goodwill; or

13.2.6 any indirect or consequential loss.

13.3 Subject to Clause 13.2, the liability of us and Facebook Technologies, LLC to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.

13.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, neither we nor the manufacturer, Facebook Technologies, LLC, will not be responsible for ensuring that the Goods are suitable for your purposes.

14 TERMINATION

14.1 IN the event that we agree a variation to these terms and conditions by providing goods on credit or prior to payment, without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

14.1.1 you fail to pay any amount due under the Contract on the due date for payment;

14.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

14.1.4 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15 EVENTS OUTSIDE OUR CONTROL

15.1 Neither we nor Facebook Technologies, LLC will be liable or responsible for any failure to perform, or delay in performance of, any of our respective obligations under the Contract that is caused by any act or event beyond our (or Facebook Technologies, LLC’s) reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

15.2.1 we will contact you as soon as reasonably possible to notify you; and

15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

16 COMMUNICATIONS BETWEEN US

16.1 When we refer to “in writing” in these Terms, this includes email.

16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.3 A notice or other communication is deemed to have been received:

16.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

16.3.2 if sent by pre-paid first class post or other next working day delivery service, at noon on the second working day after posting; or

16.3.3 if sent by email, at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.6 All references to times stated in this clause 16 shall be to times in London, England.

17 GENERAL

17.1 Assignment and transfer. We and Facebook Technologies, LLC may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). If any unlawful, invalid or unenforceable provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms save for the manufacturer of the Goods, Facebook Technologies, LLC, where specifically stated.

17.6 Headings. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

17.7 Governing law and jurisdiction. This Contract is governed by the laws of England and Wales and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts. We do, however, reserve the right to bring proceedings against you in your country of residence.

ONLINE TERMS AND CONDITIONS OF SALE

AUSTRALIA AND NEW ZEALAND

OCULUS FOR BUSINESS PRODUCTS

Version 1: [● 2017]

1. ABOUT US

1.1 Company details. Exertis Supply Chain Services Limited (company number 64641) (we and us), is a company registered in Ireland and our registered office and main trading address is M50 Business Park, Ballymount Avenue Upper, Ballymount, Dublin 12, Ireland. We sell goods manufactured by Facebook Technologies, LLC (Goods) through the website www.oculusforbusiness.com (Website) to business customers located in Australia and New Zealand as well as other jurisdictions.

1.2 Contacting us. To contact us telephone our customer service team through the contact form on the Website or by emailing help@oculusforbusiness.com. How to give us formal notice of any matter under the Contract is set out in 15.2.

2 OUR CONTRACT WITH YOU

2.1 Australian and New Zealand customers only: These online terms and conditions of sale together with all information and documents referred to in them (Terms) apply to all Goods sold by us and purchased by Australian or New Zealand customers. If you are purchasing Goods outside Australia or New Zealand, these terms do not apply to you. Refer to our Website for a list of countries that we deliver to and the applicable terms and conditions of sale for those countries.

2.2 Commercial customers only: Goods sold by us on this Website are only available for purchase by commercial customers for their own use (and not for resale). You are not permitted to purchase Goods for personal, domestic or household use or for resale.

2.3 Our contract. These Terms apply to the order by you and supply of Goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing and we expressly reject any other terms which you provide or may seek to rely on.

2.4 Your capacity and authority: Where you are purchasing Goods on behalf of, or in your capacity as an employee of or contractor to, a company or other organisation or legal entity, then “you” includes the company or other legal entity that employs or engages you. The individual who is accessing our Website and completing the purchase of the Goods represents and warrants to us that he or she is authorised to enter into the Contract on behalf of, and to legally bind, the company or other organisation or legal entity that is employing or engaging them.

2.5 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.6 Updates to Terms. We may amend or update these terms from time to time and any update shall be made available on the Website. Any order placed by you following the date such update is made available shall be subject to such updated Terms.

2.7 Registration. You warrant to us that any information provided during the registration and ordering process is true, accurate and not misleading at the time it is provided and you agree to update such information promptly should it become inaccurate.

3 PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the Goods specified in the order from us subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate and we take no responsibility for an error or omission by you.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4 Accepting your order. Once you have placed an order via the Website, you will receive an email acknowledging receipt of the order with a pro forma invoice requesting payment. Once cleared payment has been received we will send you an email to confirm acceptance and dispatch of your order, at which point the Contract between you and us will come into existence. Each time we accept an order from you a new Contract is made between us.

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason or there may be a delay in supplying the Goods of over 30 days against any delivery information provided during the ordering process, we will inform you of this by email and will either cancel your order or request that you confirm or cancel your order, in our sole discretion. If you or we cancel the order and you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as reasonably practical.

4 THE GOODS

4.1 The images of the Goods on our Website (or any website of Facebook Technologies, LLC) are for illustrative purposes only and are provided by Facebook Technologies, LLC. They should not be relied on when purchasing the Goods. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, because the Goods are manufactured by Facebook Technologies, LLC, all sizes, weights, capacities, dimensions and measurements indicated on our Website are indicative only.

4.3 The packaging of your Goods may vary from that shown on images on our Website.

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement or at the request or demand of Facebook Technologies, LLC as the manufacturer.

5 NO RETURN OR REFUND

5.1 To the extent permitted by law, all Goods are sold and supplied on a no return, no refund basis. You may not, subject to Clause 3.5 above or any rights you have under applicable law, cancel the Contract or receive a refund.

5.2 The Goods are subject to such guarantees and warranties as the manufacturer, Facebook Technologies, LLC, may provide, as referred to in Clauses 10 and 11 below. To the extent permitted by law, we take no responsibility for the condition or quality of the Goods.

6 DELIVERY, TRANSFER OF RISK AND TITLE

6.1 We will contact you to confirm dispatch and estimated delivery date(s). Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 14 (Events outside our control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been signed for at, or delivered to, the address for delivery set out in your order. The Goods will be at your risk from that time.

6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.

6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.5 If you fail to take delivery on the day on which we first attempted delivery, we may charge you for any reasonable storage and redelivery charges incurred by us.

7 IMPORT DUTIES AND TAXES

7.1 Please note that although your order is purchased in Australia or New Zealand (as applicable) and will be delivered to the address that you provide, it is being shipped from overseas. Accordingly, your order may be subject to import duties and taxes which are applied and which you must pay when the delivery reaches that destination which we are unable to collect at payment stage or may not be aware of.

7.2 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

7.3 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Neither we nor Facebook Technologies, LLC will be liable or responsible if you break any such law. In addition, we accept no liability for any restriction on delivery imposed by Australian or New Zealand law requirements which is an Event Outside Our Control.

8 PRICE OF GOODS AND DELIVERY CHARGES

8.1 The prices of the Goods will be as quoted on our Website at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see Clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 Prices for our Goods may change from time to time. The price of Goods will be quoted in New Zealand dollars or Australian dollars (as applicable based on the currency of the country that the delivery address that you provide is located in), the Goods are supplied to us by the manufacturer priced in US dollars. In the event that, following order and prior to payment by you, there is an increase in the value of the US dollar relative to the New Zealand dollar or Australian dollar (as applicable), we reserve the right to increase our prices to reflect such change.

8.3 The price of Goods will be stated on the pro forma invoice as excluding (and therefore before the addition of) or including applicable taxes. However, if the rate of applicable taxes changes between the date of your order and the date of delivery, we will adjust the applicable taxes you pay, unless you have already paid for the Goods in full before the change in applicable taxes takes effect.

8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page.

8.5 We sell a large number of Goods through our Website. It is always possible that, despite our reasonable efforts, some of the Goods on our Website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

8.5.1 where the Goods’ correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Goods to you; and

8.5.2 if the Goods’ correct price is higher than the price stated on our Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9 HOW TO PAY

9.1 Payment for the Goods, applicable taxes (except taxes and duties referred to in Clause 7) and all applicable delivery charges is in advance.

9.2 You can only pay for Goods using the following payment methods:

9.2.1 a debit card or credit card (any exceptions will be stated during the ordering and payment process); or

10.1 Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.

11 MANUFACTURER’S LIMITED WARRANTY FOR THE GOODS

11.1 All Goods are manufactured by or on behalf of Facebook Technologies, LLC. To the extent permitted by law, we do not warrant that the Goods comply with any laws, regulations or standards and take no responsibility for and hereby disclaim any liability for any fault or issue with any Goods.

11.2 The manufacturer, Facebook Technologies, LLC, provides a Limited Consumer Warranty. The warranty is in the form available on Facebook Technologies LLC’s website at [https://www.oculus.com/legal/limited-warranty/] or such other site as Facebook Technologies, LLC may provide from time to time.

11.3 Full details of the procedure for returning Goods to the Manufacturer where there is a breach of warranty is contained with the Goods and/or set out at www.oculusforbusiness.com.

11.4 If you are located in New Zealand (based on the delivery address that you provide), the terms implied into contracts for the sale of goods by Part 3 of the Contract and Commercial Law Act 2017 (NZ) are, to the fullest extent permitted by law, excluded from the Contract.

12 LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 Nothing in these Terms limits or excludes our, Facebook Technologies, LLC’s or our respective related companies’ or related bodies corporate (including any of our subsidiaries and our parent company, our holding company and any of their other subsidiaries) as those terms are defined in the applicable companies or corporations legislation in the country that you are located in, provided that a related company or related bodies corporate may be registered in New Zealand, Australia or overseas (Related Companies) liability for:

12.1.1 death or personal injury caused by our negligence;

12.1.2 fraud or fraudulent misrepresentation;

12.1.3 if you are located in New Zealand (based on the delivery address that you provide), breach of the terms implied into contracts for the sale of goods by section 135 of the Contract and Commercial Law Act 2017 (NZ) (title and quiet possession);

12.1.4 if you are located in Australia (based on the delivery address that you provide), breach of the terms implied into contracts for the sale of goods by sections 51, 52 and 53 of the Australian Consumer Law, as found in Schedule 2 to the Competition and Consumer Act 2010 (Cth); or

12.1.5 any other liability that cannot be limited or excluded by law.

12.2 We only make our Website available, and supply Goods, to commercial customers for their own use. By using our site, you confirm that you are not accessing our Website or purchasing Goods for personal, domestic, or household purposes, use or consumption and that you will not re-sell the Goods.

12.3 If you are located in New Zealand (based on the delivery address that you provide), for the purposes of section 5D of the Fair Trading Act 1986 (NZ) (FTA) and section 43 of the Consumer Guarantees Act 1993 (NZ) (CGA), we both acknowledge and agree that:

12.3.1 the Goods are not “consumer goods” (as defined in the CGA and FTA); and

12.3.2 in any event, to the extent permitted by law, we are contracting out of the CGA (to the extent that the CGA would otherwise apply to any matters covered by these Terms) and sections 9, 12A and 13 of the FTA (in respect of all matters covered by these Terms).

12.4 Where any applicable legislation implies any warranties, guarantees or conditions or imposes obligations upon us which cannot be excluded, restricted or modified except to a limited extent, these Terms and the Contract must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which we are able to do so, our liability will be limited, at our option, to:

12.4.1 in the case of any Goods supplied by us, either:

(i) replacement of the Goods or supply of equivalent goods;

(ii) repair of the Goods;

(iii) payment of the cost of replacing the Goods or acquiring equivalent goods; or

(iv) payment of the cost of having the Goods repaired; or

12.4.2 in the case of any services performed by us, either:

(i) the performance of the services again; or

(ii) the payment of the cost of having the services performed again.

12.5 Neither we nor the manufacturer, Facebook Technologies, LLC, nor our respective Related Companies will under any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.5.1 any loss of profits, sales, business, or revenue; or

12.5.2 loss or corruption of data, information or software; or

12.5.3 loss of business opportunity; or

12.5.4 loss of anticipated savings; or

12.5.5 loss of goodwill; or

12.5.6 any indirect or consequential loss.

12.6 Without prejudice to Clause 11.1:

12.6.1 if we fail to comply with a Contract, our liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise (Liability) is limited to replacement of or a refund for Goods (at our election); and

12.6.2 the Liability of us, Facebook Technologies, LLC and our respective Related Companies will in no circumstances exceed the price of the Goods.

12.7 Except as expressly stated in these Terms and subject to any statutory guarantees or warranties that cannot be lawfully excluded under the laws of the jurisdiction that you are located in (based on the delivery address that you provide), we and the manufacturer, Facebook Technologies, LLC do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by applicable law (including as to performance, quality or fitness for use or purpose, or any warranty or representation that the Goods will be free from defects). In particular, neither we nor the manufacturer, Facebook Technologies, LLC, will not be responsible for ensuring that the Goods are suitable for your purposes.

12.8 Any liability that we or the manufacturer, Facebook Technologies, LLC or our respective Related Companies may have to you is several (and not joint).

13 TERMINATION

13.1 In the event that we agree a variation to these terms and conditions by providing goods on credit or prior to payment, without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

13.1.1 you fail to pay any amount due under the Contract on the due date for payment;

13.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

13.1.4 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination. Upon termination all amounts owing by you to us will become immediately due and payable. You indemnify us for any costs or expenses that we suffer or incur in connection with the exercise of our rights and remedies under these Terms, including debt collection agency fees.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14 EVENTS OUTSIDE OUR CONTROL

14.1 Neither we nor Facebook Technologies, LLC will be liable or responsible for any failure to perform, or delay in performance of, any of our respective obligations under the Contract that is caused by any act or event beyond our (or Facebook Technologies, LLC’s) reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

14.2.1 we will contact you as soon as reasonably possible to notify you; and

14.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

15 COMMUNICATIONS BETWEEN US

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid tracked courier or email.

15.3 A notice or other communication is deemed to have been received:

15.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

15.3.2 if sent by pre-paid tracked courier at noon on the second working day after posting (if sent domestically) or at noon on the tenth working day after posting (if sent internationally); or

15.3.3 if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.6 All references to times stated in this clause 15 shall be to times in New Zealand.

16 GENERAL

16.1 United Nations Convention: The United Nations Convention on Contracts for the International Sale of Goods would not apply to the sale of goods and/or services under these .

16.2 Assignment and transfer. We and Facebook Technologies, LLC may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.3 Additional terms: You must comply with any additional terms and conditions, or instructions from us, brought to your attention on our Website or our communications with you.

16.4 Privacy Policy. All personal information provided or collected by us in connection with your use of our Website and purchase of Goods will be collected, stored and used in accordance with our Privacy Policy [https://www.oculusforbusiness.com/privacy-policy/]. By accessing our Website and ordering Goods from us, you consent to the collection, use, disclosure and storage of your personal information in accordance with our Privacy Policy. If you are located in New Zealand or Australia, then you acknowledge being informed that your personal information will be held and disclosed outside of New Zealand or Australia in the manner described in our Privacy Policy, that overseas recipients of your personal information may manage your personal information in a way that is inconsistent with New Zealand and Australian privacy laws, that these recipients may be subject to legislation in their own countries that provides for a different level of privacy protection that that provided under New Zealand and Australian privacy laws and that you may not be able to obtain a remedy against these recipients for a breach of your privacy in those overseas countries. You expressly consent to our collection, holding and disclosure of your personal information on this basis.

16.5 Variation. Any variation of these Terms or the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). If any unlawful, invalid or unenforceable provision of these Terms or the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.6 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.7 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.8 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms save for the manufacturer of the Goods, Facebook Technologies, LLC and our respective Related Companies, where specifically stated (in accordance with the provisions of any applicable laws relating to contractual privity and/or third party enforcement (including any provisions in Part 2 of the Contract and Commercial Law Act 2017 (NZ) if you are located in New Zealand, based on the delivery address that you provide).

16.9 Headings. The subject heading at the beginning of each paragraph of these Terms is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

16.10 Governing law and jurisdiction. This contract is governed by the laws of England and Wales and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts. We do, however, reserve the right to bring proceedings against you in your country of residence.

Exertis Supply Chain Services Limited

Online terms and conditions of sale

Oculus products

Version 1: October 2017

1. ABOUT US

1.1 Company details. Exertis Supply Chain Services Limited (company number 64641) (we and us), is a company registered in Ireland and our registered office and main trading address is M50 Business Park, Ballymount Avenue Upper, Ballymount, Dublin 12, Ireland. We sell products through the website www.oculusforbusiness.com (Website).

1.2 Contacting us. To contact us, telephone our customer service team through the contact form on the Website or by emailing help@oculusforbusiness.com. How to give us formal notice of any matter under the Contract is set out in Clause 16.2.

2 OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing and we expressly reject any other terms which you provide or may seek to rely on are expressly rejected.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language. Any translation into any other language, including Japanese, is purely for information and, in the event of any conflict or potential conflict, the English language version shall apply.

2.4 Updates to Terms. We may amend or update these terms from time to time and any update shall be made available on the Website. We shall make a reasonable effort to make the overview and the date of such update public in advance. Any order placed by you following the date such update is made available shall be subject to such updated Terms.

2.5 Registration. You warrant to us that any information provided during the registration and ordering process is true, accurate and not misleading at the time it is provided and you agree to update such information promptly should it become inaccurate.

3 PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order manufactured by Facebook Technologies, LLC (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specifications submitted by you are complete and accurate, and we take no responsibility for an error or omission by you.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4 Accepting your order. Once you have placed an order via the Website, you will receive an email acknowledging receipt of the order with a pro forma invoice requesting payment. Once cleared payment has been received we will send you an email to confirm acceptance and dispatch of your order, at which point the Contract between you and us shall be effective.

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason or there may be a delay in supplying the Goods of over 30 days against any delivery information provided during the ordering process, we will inform you of this by email and will either cancel your order or request that you confirm or cancel your order, in our sole discretion. If you or we cancel the order and you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as reasonably practical.

4 THE GOODS

4.1 The images of the Goods on our site or that of Facebook Technologies, LLC are for illustrative purposes only and provided by Facebook Technologies, LLC. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, because the Goods are manufactured by Facebook Technologies, LLC, all sizes, weights, capacities, dimensions and measurements indicated on our site are indicative only.

4.3 The packaging of your Goods may vary from that shown on images on our site.

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement or at the request or demand of Facebook Technologies, LLC as manufacturer.

5 NO RETURN OR REFUND

5.1 All Goods are sold and supplied on a no return, no refund basis. You may not, subject to Clause 3.5 above, cancel the Contract or receive a refund.

5.2 The Goods are subject to such guarantees and warranties as the manufacturer, Facebook Technologies, LLC, may provide, as referred to in clauses 11 and 12 below. We take no responsibility for the condition or quality of the Goods.

6 DELIVERY, TRANSFER OF RISK AND TITLE

6.1 We will contact you to confirm dispatch and estimated delivery date(s). Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 15 (Events Outside Our Control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been signed for at the address for delivery set out in your order and the Goods will be at your risk from that time.

6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.

6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.5 If you fail to take delivery on the day on which we first attempted delivery, we may charge you for any reasonable storage and redelivery charges incurred by us.

7 INTERNATIONAL DELIVERY

7.1 We deliver to the countries listed on this page (International Delivery Destinations). However, there may be restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods. The information on that page is not exhaustive and, whilst we will use reasonable endeavours to maintain such information, we accept no liability for any restriction imposed by an International Delivery Destination which is an Event Outside Our Control.

7.2 If you order Goods from the Website for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination which we are unable to collect at payment stage or may not be aware of. Please note that we have no control over these charges and we cannot predict their amount.

7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Neither we nor Facebook Technologies, LLC will be liable or responsible if you break any such law.

8 NO DELIVERY OUTSIDE OF THE INTERNATIONAL DELIVERY DESTINATIONS

8.1 Unfortunately, we do not deliver to addresses other than the International Delivery Destinations for orders placed from within the European Economic Area. If you are purchasing from outside of the International Delivery Destinations please see the terms and conditions applicable to your jurisdiction on the Website.

8.2 You may not place an order for Goods from outside the International Delivery Destinations, and all orders must be for delivery to an address within the International Delivery Destinations

9 PRICE OF GOODS AND DELIVERY CHARGES

9.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see Clause 9.5 for what happens if we discover an error in the price of Goods you ordered.

9.2 Prices for our Goods may change from time to time. Whilst the prices of Goods will usually be quoted in US dollars, they may be quoted in other currencies to whom we sell Goods. The Goods are supplied to us by the manufacturer priced in US dollars and, in the event that, following order and prior to payment by you, there is an increase in the value of the US dollar, we reserve the right to increase our prices to reflect such change.

9.3 The price of Goods will be stated on the pro forma invoice as excluding or including applicable taxes. However, if the rate of applicable taxes changes between the date of your order and the date of delivery, we will adjust the applicable taxes you pay, unless you have already paid for the Goods in full before the change in applicable taxes takes effect.

9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page.

9.5 We sell a large number of Goods through the Website. It is always possible that, despite our reasonable efforts, some of the Goods on the Website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

9.5.1 where the Goods’ correct price is less than the price stated on the Website, we will charge the lower amount when dispatching the Goods to you; and

9.5.2 if the Goods’ correct price is higher than the price stated on the Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable, and could reasonably have been recognised by you as a mispricing and the order was made due to your gross negligence, we may cancel supply of the Goods and refund you any sums you have paid.

10 HOW TO PAY

10.1 Payment for the Goods, applicable taxes and all applicable delivery charges is in advance.

10.2 You can only pay for Goods using the following payment methods:

10.2.1 a debit card or credit card (any exceptions will be stated during the ordering and payment process); or

Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.

12 MANUFACTURER’S LIMITED WARRANTY FOR THE GOODS

12.1 All Goods are manufactured by or on behalf of Facebook Technologies, LLC. We do not warrant that the Goods comply with any laws, regulations or standards and take no responsibility for and hereby disclaim any liability for any fault or issue with any Goods.

12.2 The manufacturer, Facebook Technologies, LLC (Manufacturer), provides a warranty on the sale by you to the end user. The warranty is in the form available on Facebook Technologies LLC’s website at [insert link] or such other site as Facebook Technologies, LLC may provide.

12.3 Full details of the procedure for returning Goods to the Manufacturer where there is a breach of warranty is contained with the Goods and/or set out at [insert link]

12.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

13.2 Subject to Clause13.1, neither we nor the manufacturer, Facebook Technologies, LLC, will, under any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

13.2.1 any loss of profits, sales, business, or revenue; or

13.2.2 loss or corruption of data, information or software; or

13.2.3 loss of business opportunity; or

13.2.4 loss of anticipated savings; or

13.2.5 loss of goodwill; or

13.2.6 any indirect or consequential loss.

13.3 Subject to Clause 13.1, the liability of us and Facebook Technologies, LLC to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods

13.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, neither we nor the manufacturer, Facebook Technologies, LLC, will be responsible for ensuring that the Goods are suitable for your purposes.

14 TERMINATION

14.1 In the event that we agree to a variation to the Terms by providing Goods on credit or prior to payment, without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

14.1.1 you fail to pay any amount due under the Contract on the due date for payment; or

14.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

14.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

14.1.4 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15 EVENTS OUTSIDE OUR CONTROL

15.1 Neither we nor Facebook Technologies, LLC will be liable or responsible for any failure to perform, or delay in performance of, any of our respective obligations under the Contract that is caused by any act or event beyond our (or Facebook Technologies, LLC’s) reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

15.2.1 we will contact you as soon as reasonably possible to notify you; and

15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

16 COMMUNICATIONS BETWEEN US

16.1 When we refer to “in writing” in these Terms, this includes email.

16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, facsimile or email.

16.3 A notice or other communication is deemed to have been received:

16.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; or

16.3.2 if sent by pre-paid first class post or other next working day delivery service, at noon on the second working day after posting; or

16.3.3 if sent by email, at 9.00 a.m. the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.6 All references to times stated in this clause 16 shall be to times in London, England.

17 GENERAL

17.1 Assignment and transfer. We and Facebook Technologies, LLC may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). If any unlawful, invalid or unenforceable provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms save for the manufacturer of the Goods, Facebook Technologies, LLC, where specifically stated.

17.6 Headings. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

17.7 Governing law and jurisdiction. All matters relating to this Contract or your purchase of Goods through the Website and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of England and Wales. Any legal suit, action, or proceeding arising out of or in connection with this Contract or your purchase of Goods through it shall be instituted exclusively in the English courts. We do, however, reserve the right to bring proceedings against you in your country of residence.

Exertis Supply Chain Services Limited

Online Terms and Conditions of Sale
線上銷售條款及條件

Oculus products
Oculus產品

Version 1: October 2017

第一版： 2017年___月___日

1. ABOUT US
關於我們

1.1 Company details. Exertis Supply Chain Services Limited (company number 64641) (we and us), is a company registered in Ireland and our registered office and main trading address is M50 Business Park, Ballymount Avenue Upper, Ballymount, Dublin 12, Ireland. We sell products through the website www.oculusforbusiness.com (Website).

1.2 Contacting us. To contact us telephone our customer service team through the contact form on the Wesbite or by emailing help@oculusforbusiness.com. How to give us formal notice of any matter under the Contract is set out in Clause 16.2.

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing and we expressly reject any other terms which you provide or may seek to rely on are expressly rejected.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language. Any translation into any other language is purely for information and, in the event of any conflict or potential conflict, the English language version shall apply.

語言。本合約條款及本合約係以英語作成，任何其他語言之翻譯僅供參考；若各語言版本間有任何歧異或潛在衝突，應以英語版為準。

2.4 Updates to Terms. We may amend or update these terms from time to time and any update shall be made available on the Website. Any order placed by you following the date such update is made available shall be subject to such updated Terms.

2.5 Registration. You warrant to us that any information provided during the registration and ordering process is true, accurate and not misleading at the time it is provided and you agree to update such information promptly should it become inaccurate.

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order manufactured by Facebook Technologies, LLC (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate and we take no responsibility for an error or omission by you.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4 Accepting your order. Once you have placed an order via the website, you will receive an email acknowledging receipt of the order with a pro forma invoice requesting payment. Once cleared payment has been received we will send you an email to confirm acceptance and dispatch of your order, at which point the Contract between you and us will come into existence.

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason or there may be a delay in supplying the Goods of over 30 days against any delivery information provided during the ordering process, we will inform you of this by email and will either cancel your order or request that you confirm or cancel your order, in our sole discretion. If you or we cancel the order and you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as reasonably practical.

4.1 The images of the Goods on our site or that of Facebook Technologies, LLC are for illustrative purposes only and provided by Facebook Technologies, LLC. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, because the Goods are manufactured by Facebook Technologies, LLC, all sizes, weights, capacities, dimensions and measurements indicated on our site are indicative only.

4.3 The packaging of your Goods may vary from that shown on images on our site.

您所收到的產品包裝可能與官網上的圖片有所不同。

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement or at the request or demand of Facebook Technologies, LLC as manufacturer.

本公司有權依照所適用法令要求或依製造商Facebook Technologies, LLC之請求或要求，修訂產品規格。

5 NO RETURN OR REFUND

不得退貨或退款

5.1 All Goods are sold and supplied on a no return, no refund basis. You may not, subject to Clause 3.5 above, cancel the Contract or receive a refund.

所有產品之銷售及供應皆不接受退貨或退款。除上述第3.5條所定情況外，您不得取消本合約或要求退款。

5.2 The Goods are subject to such guarantees and warranties as the manufacturer, Facebook Technologies, LLC, may provide, as referred to in clauses 11 and 12 below. We take no responsibility for the condition or quality of the Goods.

6.1 We will contact you to confirm dispatch and estimated delivery date(s). Occasionally our delivery to you may be affected by an Event Outside Our Control. See Clause 15 (Events outside our control) for our responsibilities when this happens.

我們將與您聯絡確認產品寄出及預計送達日期。產品之交付有時會受不可抗力事件所影響，本公司於此情況下所承擔之責任請見第15條（不可抗力事件）。

6.2 Delivery is complete once the Goods have been signed for at the address for delivery set out in your order the Goods will be at your risk from that time.

一旦產品於您訂單所示之收件地址處經簽收，產品交付即屬完成，您於其後將自行承擔相關風險。

6.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.

本公司收到您的全額款項（包括適用之運費）後，您即擁有產品。

6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.5 If you fail to take delivery on the day on which we first attempted delivery, we may charge you for any reasonable storage and redelivery charges incurred by us.

若您未能於我們首次嘗試交付之日接收產品，本公司得向您收取合理之倉儲費及我們為了再次投遞而產生的費用。

7 INTERNATIONAL DELIVERY

跨國交付

7.1 We deliver to the countries listed on this page [INSERT LINK TO PAGE LISTING THE COUNTRIES] (International Delivery Destinations). However, there may be restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods. The information on that page is not exhaustive and, whilst we will use reasonable endeavours to maintain such information, we accept no liability for any restriction imposed by an International Delivery Destination which is an Event Outside Our Control.

7.2 If you order Goods from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination which we are unable to collect at payment stage or may not be aware of. Please note that we have no control over these charges and we cannot predict their amount.

7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

您將負責支付前述進口關稅及稅金。請在提交訂單前，與您當地海關聯絡並取得進一步資訊。

7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. Neither we nor Facebook Technologies, LLC will be liable or responsible if you break any such law.

您必須遵循產品交付目的地所適用的所有法令。本公司及Facebook Technologies, LLC均不會就您違反該等法規而負任何責任。

8 NO DELIVERY OUTSIDE OF THE INTERNATIONAL DELIVERY DESTINATIONS

不交付產品至跨國交付目的地外

8.1 Unfortunately, we do not deliver to addresses other than the International Delivery Destinations. If you are purchasing from outside of the International Delivery Destinations please see the terms and conditions applicable to your jurisdiction on our website.

很遺憾地，本公司不將產品運送至跨國交付目的地以外之地址。若您欲自跨國交付目的地以外之地點購買產品，請上官網詳閱適用於您國家的條款與條件。

8.2 You may not place an order for Goods from outside the International Delivery Destinations, and all orders must be for delivery to an address within the International Delivery Destinations.

您不得自跨國交付目的地以外的地點下訂，所有訂單交付地址皆必須在跨國交付目的地內。

9 PRICE OF GOODS AND DELIVERY CHARGES

產品價格及運費

9.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see Clause 9.5 for what happens if we discover an error in the price of Goods you ordered.

9.2 Prices for our Goods may change from time to time. Whilst the prices of Goods may be quoted in US Dollars or other currencies of countries to whom we sell Goods, the Goods are supplied to us by the manufacturer priced in US dollars. In the event that, following order and prior to payment by you, there is an increase in the value of the US dollar, we reserve the right to increase our prices to reflect such change.

9.3 The price of Goods will be stated on the pro forma invoice as excluding or including applicable taxes. However, if the rate of applicable taxes changes between the date of your order and the date of delivery, we will adjust the applicable taxes you pay, unless you have already paid for the Goods in full before the change in applicable taxes takes effect.

9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page [INSERT HYPERLINK].

產品價格不包含運費。本公司將於結帳過程中，在您確認訂單前告知您運費。欲查詢相關運費，請參閱本公司運費網頁[插入連結]。

9.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

本公司透過官網銷售大量產品。本公司雖已盡其合理努力，仍有可能出現官網產品標價錯誤之情形。本公司於寄送產品過程中通常會檢查價格，因此：

9.5.1 where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and

若產品實際價格較官網標價為低，本公司將於寄送產品時，向您收取較低的價格；且

9.5.2 if the Goods’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods and available on [insert correct Oculus link].

本公司銷售予您的部分產品附有製造商保證，欲了解適用條款及條件之細節，請參閱產品所提供、可從[插入正確Oculus連結]取得之製造商保證。

12 MANUFACTURER’S LIMITED WARRANTY FOR THE GOODS

製造商之產品有限保固

12.1 All Goods are manufactured by or on behalf of Facebook Technologies, LLC. We do not warrant that the Goods comply with any laws, regulations or standards and take no responsibility for and hereby disclaim any liability for any fault or issue with any Goods.

12.2 The Manufacturer, Facebook Technologies, LLC, provides a warranty that on sale by you to the end user. The warranty is in the form available on Facebook Technologies LLC’s website at [Please insert correct warranty link] or such other site as Facebook Technologies, LLC may provide

13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

違反英國《1979年貨物買賣法》第12條（所有權及不受干擾享用權）之默示條款；或

13.1.4 any other liability that cannot be limited or excluded by law.

任何其他依法不得限制或排除之責任。

13.2 Subject to Clause 13.1, neither we nor the manufacturer, Facebook Technologies, LLC, will under any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

13.3 Subject to Clause 13.1, the liability of us and Oculus VR, LLC to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.

13.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, neither we nor the manufacturer, Facebook Technologies, LLC, will not be responsible for ensuring that the Goods are suitable for your purposes.

14.1 In the event that we agree a variation to these terms and conditions by providing goods on credit or prior to payment, without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

14.1.1 you fail to pay any amount due under the Contract on the due date for payment;

您未能依照本合約約定於款項到期日支付到期款項；

14.1.2 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

14.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

您中止、即將中止、停止或即將停止從事全部或主要部分之業務；或

14.1.4 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

您的財務狀況惡化至本公司認為您恐怕已經無法適當履行本合約所定義務的程度。

14.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

本合約之終止不影響您或本公司至本合約終止前已發生之權利及救濟。

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

本合約明示或默示應於終止後生效或持續有效之條款，於本合約終止後仍為有效。

15 EVENTS OUTSIDE OUR CONTROL

不可抗力事件

15.1 Neither we nor Facebook Technologies, LLC will be liable or responsible for any failure to perform, or delay in performance of, any of our respective obligations under the Contract that is caused by any act or event beyond our (or Facebook Technologies, LLC’s) reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

若發生不可抗力事件，致影響本公司履行本合約所定義務時：

15.2.1 we will contact you as soon as reasonably possible to notify you; and

本公司將儘速於合理時間內通知您；且

15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

16.1 When we refer to “in writing” in these Terms, this includes email.

本合約條款中提及「書面」時，皆包括電子郵件在內。

16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

若由專人交付，於簽收交付收據或將該等通知留置於適當地址時；

16.3.2 if sent by pre-paid first class post or other next working day delivery service, at noon on the second working day after posting; or

若透過預付郵資之速件寄送或以隔日（工作日）交付之快遞服務傳送，於投遞後第二個工作日的中午；

16.3.3 if sent by email, at 9.00 am the next working day after transmission.

若透過電子郵件傳送，於傳送後次一工作日的上午九點。

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

於證明通知送達時，若為書信須證明信件經妥善填寫地址及貼郵，並向郵局投遞完成，若為電子郵件則須發送至收件人特定電子郵件位址。

16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

本條款不適用於任何法律程序或其他法律訴訟文書之送達。

16.6 All references to times stated in this clause 16 shall be to times in London, England.

本條所提及之時間皆為英國倫敦時間。

17 GENERAL

一般條款

17.1 Assignment and transfer. We and Facebook Technologies, LLC may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). If any unlawful, invalid or unenforceable provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

可分割性。本合約條款各段落皆為獨立。若有任何法院或相關主管機關認定任一條款違法或無法執行，其餘段落應繼續完整有效。

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms save for the manufacturer of the Goods, Facebook Technologies, LLC, where specifically stated.

17.6 Headings. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

標題。本合約各段落開頭標題僅供參考，不應用以定義、限制、解釋或說明該段落之範圍。

17.7 Governing law and jurisdiction. This Contract is governed by the laws of England and Wales and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts. We do, however, reserve the right to bring proceedings against you in your country of residence.